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T. ROWE PRICE
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SMALL-CAP VALUE FUND, INC.
Supplement to Prospectus dated May 1, 1995
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Effective March 1, 1996, and until otherwise determined, the
Board of Directors of the Small-Cap Value Fund ("the fund") has
decided that the fund will not accept new accounts except in
accordance with the following guidelines.
General Guidelines
o The fund will not accept new accounts after March 1, 1996.
The only new accounts that may be opened are retirement plan
accounts (including SEP-IRAs). The fund will not accept new
IRA accounts (except as indicated in point number five).
o Shareholders who held shares prior to the closing are
unaffected by this limitation. Purchases of additional
shares are permitted for all existing accounts.
o These limitations in no way restrict shareholders' ability to
make redemptions from their fund accounts.
o The fund reserves the right in appropriate cases to extend
the offering of other classes of persons, to restrict sales
further, or to withdraw the offering altogether, all without
notice.
Specific Guidelines
1) Investors holding fund shares through brokerage "street name"
accounts may not purchase shares of the fund, since we are
unable to monitor whether the purchase is for a new or
existing account. However, a shareholder who purchased
shares from a broker prior to March 1, 1996, and transfers
his or her account from the broker's street name account to
an individual account registered with T. Rowe Price may
purchase additional shares.
For example: John Doe had an account in the fund with
Charles Schwab prior to March 1, 1996. John Doe may purchase
additional shares of the fund only if he transfers his
account from Charles Schwab's street name account to an
account at T. Rowe Price registered under his own name.
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2) A shareholder who purchased shares prior to March 1, 1996,
and transfers the account to another person may not purchase
shares of the fund (because the shareholder's account was
closed). The shareholder to whom the account has been
transferred may purchase additional shares. The entire
account must be transferred in order for the new shareholder
to purchase shares.
For example: John Doe had an account in the fund prior
toMarch 1, 1996, and transfers his entire account to Mary
Doe. John Doe may not purchase shares of the fund but Mary
Doe can.
3) A shareholder who owned shares as of the close of business on
March 1, 1996, may not open up any new accounts in the fund.
The shareholder may only purchase shares in his or her
existing account (except as indicated in point number five).
For example: If John Doe has an account on March 1, 1996, he
may not open up a new account in the fund in a fiduciary or
custodial capacity or in a joint tenant registration. He may
only purchase additional shares in his individual account.
However, he can change the registration of his existing
account and continue to purchase shares in that account (see
previous transfer explanation in point number two).
4) A shareholder who has a "$0" balance as of close of business
on March 1, 1996, or subsequently redeems 100% of an account
after March 1, 1996, may not purchase additional shares of
the fund.
5) Participants in retirement plans that offer the fund as an
investment option can effect a direct rollover and open a new
IRA account in the fund.
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The date of this supplement is March 1, 1996.
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